Summary
JPMorgan Chase & Co. filed an 8-K on January 22, 2014, to report the issuance of its Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S. This issuance involved 200,000 shares of preferred stock, represented by 2,000,000 depositary shares, with each depositary share representing one-tenth of a preferred share. The filing details the establishment of the Series S Preferred Stock through a Certificate of Designations, outlining its rights, preferences, and limitations. An important feature for investors is that the terms of the Series S Preferred Stock include restrictions on the company's ability to pay dividends or make distributions on its common stock or other junior preferred stock if it fails to pay dividends on the Series S Preferred Stock for the most recently completed dividend period. This structure prioritizes payments to Series S Preferred Stock holders, which is a key consideration for existing and potential equity investors.
Key Highlights
- 1JPMorgan Chase & Co. issued 200,000 shares of Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, on January 22, 2014.
- 2These preferred shares were represented by 2,000,000 depositary shares, with each depositary share equaling one-tenth of a preferred share.
- 3The Series S Preferred Stock establishes specific dividend and distribution payment priorities over common stock and junior preferred stock.
- 4The company's ability to pay dividends on, or make distributions with respect to, its common stock or junior preferred stock is restricted if it fails to declare dividends on the Series S Preferred Stock.
- 5The filing includes the Certificate of Designations, which details the rights, preferences, and limitations of the Series S Preferred Stock.
- 6The issuance was conducted under an Underwriting Agreement and registered via a Form S-3 registration statement.